[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
Failure to call AGMs, audit financial statements and file annual returns
87 The Company did not call AGMs for FY2015 onwards, file annual
returns from FY2014 or audit its financial statements from FY2015. Whilst
AGMs were held on 15 December 2015, 30 June 2016 and 16 July 2016, these
related to the approval of audited financial statements for FY2011 to FY2013. 111
88 Wei claims that the above omissions occurred from the time he became
the Company’s shareholder and director and were intended to prevent him from
receiving information about the Company or discovering its true state of affairs,
in particular, from finding out how profitable the Company was in 2015 and
2016 and what happened from 2017 onwards. 112
89 In their AEICs, the Defendants claimed that the annual returns were not
filed and accounts were not audited because Wei refused to approve the FY2013
accounts in August 2016. Hence, the Company was unable to finalise them and
proceed with auditing the subsequent years’ accounts, as the FY2013 audited
accounts had not been filed. They also alleged that SKL refused to provide the
Company with supporting records of amounts due from the Company to it for
FY2015, which prevented the auditing of the FY2015 accounts. 113 In closing
submissions, they then claimed that the Company’s books had been seized by
the Corrupt Practices Investigation Bureau (“CPIB”) in 2010 and by IRAS in
2012 for an investigation into the Company, which caused the delay in auditing
the accounts. They submitted that AGMs were not needed as Wei was provided
with the Company’s financial information that he requested from time to time.
111
Agreed Issues at s/n 11; Wei’s AEIC at [130] and Tab 40.
112
PCS at [65]; Wei’s AEIC at [128] and [134].
113
Low’s AEIC at [100], [158]–[160]; Sim’s AEIC at [96], [155]–[157].
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